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The Exclusive Agency Agreement is a critical commercial document used when a company (principal) wishes to appoint an exclusive representative (agent) to promote and sell their products or services in Denmark or other specified territories. This agreement is governed by Danish law, specifically the Commercial Agents Act (Handelsagentloven) which implements EU Directive 86/653/EEC, and must comply with both Danish and EU competition laws. The document is essential for businesses expanding their market presence through local representatives, providing comprehensive coverage of commission structures, performance requirements, territorial rights, and protection mechanisms for both parties. It's particularly important in establishing clear boundaries of exclusivity, defining performance expectations, and ensuring compliance with mandatory provisions of Danish agency law regarding notice periods, compensation, and termination rights.

1. Parties: Identification of the Principal and the Agent, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and their intention to enter into an exclusive agency relationship

3. Definitions: Definitions of key terms used throughout the agreement, including Territory, Products, Exclusivity Period, etc.

4. Appointment and Scope: Express appointment of the Agent as exclusive agent, definition of territory and products/services covered

5. Duration and Termination: Term of the agreement, renewal provisions, and termination rights including notice periods as per Danish law

6. Agent's Rights and Obligations: Detailed responsibilities including promotion, reporting, minimum performance requirements, and compliance with laws

7. Principal's Rights and Obligations: Support to be provided, information sharing, product supply obligations, and marketing materials

8. Commission Structure: Commission rates, calculation methods, payment terms, and conditions for commission entitlement

9. Exclusivity Provisions: Specific terms of exclusivity, restrictions on principal and agent, and any exceptions

10. Intellectual Property: Usage rights of trademarks, logos, and other IP during and after the agreement

11. Confidentiality: Protection of confidential information and trade secrets

12. Post-Termination: Obligations after termination, including handover of materials and customer data

13. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes